Form of Income Distribution Agreement

                                                                     Exhibit 4.5

                                           Form of Income Distribution Agreement

                                  CONFIRMATION

From:    MACRO Securities Depositor, LLC
         MACROShares Up Oil Benchmark Holding Trust

To:      MACRO Securities Depositor, LLC
         MACROShares Down Oil Benchmark Holding Trust

Date:    June     , 2006
              ----

Re:      Income Distribution Agreement

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Ladies and Gentlemen:

         This letter agreement (this "Confirmation") is intended to confirm the
terms and conditions of the transaction (the "Transaction") entered into between
us on the Trade Date set forth below.

1.       The definitions and provisions contained in the 2000 ISDA Definitions
(the "Definitions"), as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. Any capitalized
terms used but not defined herein or in the Definitions shall have the meanings
set forth in the Down-MACRO Holding Trust Agreement (the "Down-MACRO Holding
Trust Agreement") or the Up-MACRO Holding Trust Agreement (the "Up-MACRO Holding
Trust Agreement"), each dated as of June , 2006, among MACRO Securities
Depositor, LLC, [         ], as Trustee, and [         ], as Administrative
Agent and Marketing Agent. In the event of any inconsistency between any such
definitions and provisions and this Confirmation, this Confirmation will govern.

         This Confirmation supplements, forms a part of, and is subject to, the
ISDA Master Agreement (Multicurrency-Cross Border) dated as of June , 2006, as
amended and supplemented from time to time (the "Agreement"), between the
MACROShares Up Oil Benchmark Holding Trust (the "Up-Macro Holding Trust") and
the MACROShares Down Oil Benchmark Holding Trust (the "Down-Macro Holding
Trust"). All provisions contained in the Agreement shall govern this
Confirmation except as expressly modified below. In the event of any
inconsistency between the provisions of the Agreement and this Confirmation,
this Confirmation will prevail for the purposes of this Transaction.

2.       The terms of the particular Transaction to which this Confirmation
relates are as follows:

Trade Date:                        ______, 200_

Effective Date: